Episode 332 -- Deep Dive into SEC’s Internal Controls and Cybersecurity Settlement with R&R Donnelly
Mitigating Political-Law Risk
The Preferred Return Podcast | AIFMD II – Implementation Begins
Why ESG Matters?
Meeting the Proposed SEC Climate Disclosure Requirements
California Regulation of Charitable Fundraising Platforms Part 2 - Reporting Due Diligence, Recordkeeping, and Disclosure Rules
ESG Masterclass — ESG and Impact Investing
The Justice Insiders Podcast - Human Beings: Cybersecurity's Most Fragile Attack Surface
JONES DAY TALKS®: Court Grants Stay on SEC’s Climate Disclosure Rule, but Companies Should Continue Preparations
ESG Masterclass — ESG and Politics
Ad Law Tool Kit Show – Episode 5 – Surviving an FTC Investigation
SEC’s New Cyber Rules for Publicly Traded Companies — The Consumer Finance Podcast
PLI's inSecurities Podcast - Commissioner Uyeda on “the Perils of Regulation by Theory and Hypothesis”
PLI's inSecurities Podcast - Addressing the “Netflix Problem” in Securities Regulation
What Nonprofit Leaders Need To Know About the Corporate Transparency Act
December 1st Deadline to Adopt Executive Compensation Clawback Policies — The Consumer Finance Podcast
How to Fix the Cyber Incident Reporting Mess--DHS Weighs In
ESG Essentials: What You Need To Know Now - Episode 16 - ESG Backlash
Regulatory Phishing Podcast - The Impact of Cybersecurity Compliance on Corporate Transactions
The Justice Insiders Podcast: Incidents in the Material World: SEC Adopts New Cybersecurity Rules
On April 12, 2024, the Supreme Court in Macquarie Infrastructure Corp. v. Moab Partners, L.P., unanimously held that pure omissions cannot form the basis of a securities fraud claim under Rule 10b-5(b) of the Securities...more
On April 12, 2024, the U.S. Supreme Court held in Macquarie Infrastructure Corp. v. Moab Partners, L.P., in a unanimous opinion authored by Justice Sonia Sotomayor, that “pure omissions” made in required disclosures do not...more
The United States Supreme Court in Macquarie Infrastructure Corp. v. Moab Partners, L.P., No. 22-1165, ruled that a corporation is not liable under Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 for...more
A company cannot be sued by private parties under Rule 10b-5(b) for a “pure omission” but can be liable for omissions that render other statements misleading. “Pure omissions” cannot be attacked in private 10b-5(b)...more
In a unanimous decision, the US Supreme Court held that pure omissions are not actionable under Rule 10b-5(b) under the Securities Exchange Act of 1934. Rather, the Court found that Rule 10b–5(b) prohibits half-truths, not...more
The U.S. Supreme Court has unanimously ruled that pure silence in MD&A statements are not actionable in shareholder securities fraud cases. The case is important for issuers and shareholders alike for several reasons: -...more
The U.S. Supreme Court has now resolved the split in lower courts, discussed in our March 14, 2024 post, over whether plaintiffs may bring a securities fraud claim based solely on a corporation’s omission from public filings...more
SEC Rule 10b-5(b) makes it unlawful for issuers to make false statements or “to omit to state a material fact necessary in order to make the statements made...not misleading.” In addition to ensuring the truth of statements,...more
The U.S. Securities and Exchange Commission approved amendments to Items 301, 302, and 303 of Regulation S-K in November 2020, as described in a previous Goodwin client alert, “SEC amends MD&A and Other Financial Disclosure...more
The amendments to the financial disclosure requirements for Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A,” Regulation S-K Item 303), Supplemental Financial Information (Item...more
The U.S. Securities and Exchange Commission (“SEC”) has adopted amendments to several of the financial disclosure requirements in Regulation S-K. Continuing the SEC’s efforts to modernize and streamline its disclosure...more
On November 19, the Securities and Exchange Commission (SEC) continued its brisk pace of end-of-year rulemaking by approving amendments to Items 301, 302 and 303 of Regulation S-K, which collectively govern the disclosures of...more
The SEC provided guidance on disclosure of financial metrics in MD&A. At the same time, the SEC proposed rules to amend other disclosure obligations of public companies....more
2017 will most likely be remembered as a year of transition, as the Securities and Exchange Commission’s enforcement actions indicate, at least in the near term, an emphasis on specific initiatives and retail investor...more
On October 11, 2017, the U.S. Securities and Exchange Commission (SEC) voted unanimously to propose changes that would modernize and simplify the disclosure items in Regulation S-K and related rules and forms. The proposed...more